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Section 1. The name of this
Association shall be the Osteopathic Physicians & Surgeons of Oregon, Inc.
and its duration shall be perpetual.

Section 2. The purposes of this
Association shall be those set forth in the Articles of Incorporation.

Section 3. The Association shall
function as a divisional society of the American Osteopathic Association and
shall be subject to the Constitution, By‑laws and Code of Ethics of the
American Osteopathic Association.

ARTICLE II ‑ MEMBERSHIP

Section 1. Membership in
this Association may be granted to any individual who meets the following
requirements: is a graduate of an osteopathic college recognized by the
American Osteopathic Association; is legally and ethically practicing as an
osteopathic physician and surgeon in the State of Oregon; and has made payment
of dues as set forth in these By‑laws.

Section 2. Associate Membership
may be granted to any individual who is a graduate of a college recognized by
the American Osteopathic Association and meets one of the following
requirements: is a physician practicing outside of the State of Oregon;
is a physician residing within the State of Oregon who has retired and is not
eligible for membership under the provisions of Section 5 of this Article.

Section 3. Student Membership
may be granted to any individual who is a student in good standing of a college
recognized by the American Osteopathic Association, or graduate of a recognized
college who is an intern or resident. Such members shall have all the
privileges and duties of regular members but shall not be required to pay dues
or assessments.

Section 4. Honorary Life
Membership may be conferred on any person who has been a member in good
standing for 25 years, and has rendered outstanding service to the profession
at either the State or National level; or, is recommended for such membership
by official action of his local or district society. Such members shall
enjoy all the privileges and duties of membership but shall not be required to
pay dues or assessments.

Section 5. Life Membership
may be granted to any individual who has reached the age of 70 years and has
been a member in good standing for 25 consecutive years immediately
preceding. Such members shall have all the privileges and duties of
regular members but shall not be required to pay dues or assessments.

Section 6. Institutional
Membership may be granted to an osteopathic hospital which is accredited by
a recognized accrediting agency. The Board of Directors shall determine
the dues of the institutional member annually. Institutional members shall not
have voting privileges.

Section 7. Corporate Membership
may be granted to any corporate or business entity upon application and payment
of dues as established by the Board of Directors. Corporate members shall not
have voting privileges.

Section 8. Upon receipt of the completed
application for membership and dues from an eligible individual, a member of
the Board of Directors shall communicate with the applicant and report to the
Board at its next meeting. The application shall be processed in accordance
with policy and procedure established by the Board of Directors.

Section
9. Renewal of membership in the Association shall be automatic
providing dues for the current year are received before the established
deadline. Failure to renew membership for a period of five years shall require
the application procedure provided for new members.

ARTICLE III ‑ FEES AND DUES

Section 1. The Board of Directors shall establish the
dues for membership in the Association.
Any change in dues shall be reported to the Membership at the annual
convention preceding the proposed change.

Section
2. In order to encourage
membership in the Association, the Secretary‑Treasurer may arrange for
individuals to pay dues on an installment basis.

Section
3. The Board of Directors, at its
discretion, may reduce the amount of dues charged to an individual member of
the Association.

Section
4. Delinquency - a member shall
be declared delinquent if dues for the current year are not received before
June 1st. Reinstatement shall be
automatic if dues are received by August 1st.

Section
5. To meet emergencies, the Board
of Directors may levy such assessments as are considered necessary. Failure to pay such assessments shall incur
the same penalty as failure to pay dues.

ARTICLE IV - MEETINGS

Section
1. The Annual Meeting of the
Members and of the Board of Directors shall be held in conjunction with the
OPSO Convention and Scientific Seminar each year.

Section
2. Special meetings of the
Members may be called by the Board of Directors and/or any fifteen Members of
the Association.

Section
3. The Board of Directors shall
hold regular meetings four times annually.
Special meetings of the Board
shall be held at the call of the President or any three members of the Board.

Section 4. Notification of meetings. The Secretary-Treasurer shall provide notification
for all meetings. Notification shall be
delivered in writing to the members of the respective bodies not less than
twenty days and no more than sixty days prior to the date of the meetings. The notification shall include the date,
time, and place of the meetings.

Section
5. Every Member of the
Association or Member of the Board of Directors shall be entitled to one vote
in the respective bodies. No Member
shall be entitled to vote by proxy.

Section
6. Quorum. Those Members present at any annual or
special meeting of the Members shall constitute a quorum. Seven Members of the Board shall constitute a
quorum for meetings of the Board of Directors.
A majority of votes entitled to be cast by the Members present shall be
necessary for the adoption of any motion unless a greater proportion is
required.

ARTICLE V ­- LEGISLATIVE AUTHORITY

Section
1. The legislative authority of
the Association shall reside with the Members of the Association.

ARTICLE VI - BOARD OF DIRECTORS

Section
1. The affairs of the Osteopathic
Physicians & Surgeons of Oregon, Inc. shall be managed by a Board of Directors.

Section
2. The Board of Directors shall
consist of the President, President-Elect, Past-President, Vice-President,
Secretary-Treasurer, five Directors elected at-large representing a
geographical balance of the physicians in the State, one Director elected by
the Oregon Chapter of the American College of Osteopathic Family Physicians,
one Director who is an osteopathic medical student in good standing at an AOA-COCA
accredited osteopathic medical school (referred
to hereafter as the "medical student director”), and one Director who is
an osteopathic medical school graduate enrolled in a graduate medical education
program in Oregon (referred to hereafter
as the "resident director”). All Board members shall be members of the
Association.

Section
3. The Board of Directors shall
supervise the funds of the Association and shall provide for a yearly audit of
the financial records.

Section
4. The Board of Directors shall
be the sole source of recommendations from the Association for appointments to
statutory committees or Board which call for participation by the profession
and for any other appointments to private or governmental agencies.

Section
5. The Board of Directors shall
select the delegates and alternate delegates to the American Osteopathic
Association. Delegates or alternates who
are selected will serve for a period of one year beginning July 1st and shall
be members of the American Osteopathic Association and the Osteopathic
Physicians & Surgeons of Oregon, Inc.

ARTICLE VII - OFFICERS

Section
1. The officers of this
Association shall be: President,
President-Elect, Vice-President, Immediate Past-President, and Secretary-Treasurer. The duties of the officers shall be such as
may be specified in these By-Laws and in parliamentary authority of the
Association. The By-Laws, if applicable,
take precedence.

ARTICLE VIII - DUTIES, TERMS, AND
ELECTION OF OFFICERS

Section
1. The President shall preside at
all meetings of the Board of Directors and Members and shall perform such other
duties pertaining to that office.

Section
2. All election of Officers and Directors
shall take place at the Annual Meeting of the Members. All persons selected to hold office in the
Osteopathic Physicians and Surgeons of Oregon, Inc. must be Members in
good standing of the Association and of the American Osteopathic Association.

Section
3. The term of office for the
officers of the Association shall be for two years.

Section
4. The term of office for the Medical
Student Director and the Resident Director shall be one year. The term of office for the Director
representing the Oregon Chapter of the ACOFP and the At-Large Directors shall
be two years.

Section
5. The President shall
automatically succeed to the position of Past-President at the close of his
office. Under normal circumstances, the
President-Elect will be automatically elected to the position of President.

Section
6. Vacancies occurring in any
position on the Board of Directors shall be filled by the Board at the next
regular or special meeting. The person
selected to fill the vacancy shall serve for the unexpired term. Should a vacancy occur in the position of Past-President,
the Board shall select a past president to serve in that position.

Section
7. If any officer or director
fails to perform the duties required of his office, the Board of Directors
shall declare the office vacant.

Section
8. The election of officers shall
be the last order of business at the Annual Meeting of the Members. The majority of all votes cast shall be
necessary to elect the incoming officers and directors. Those persons elected shall take office at
the close of the Annual Meeting.

ARTICLE IX - COMMITTEES

Section
1. The standing committees of the
Association shall be:

Committee on
Public Policy

Continuing
Medical Education Committee

Membership
Committee

Clinical and
Professional Education Committee

Section
2. The President shall appoint a
nominating committee at least 90 days prior to the Annual Meeting of the
Members for the purpose of nominating officers and directors of the
Association.

Section
3. The Board may establish other
committees as necessary.

Section
4. The President shall appoint
all committees annually from the membership of the Association.

Section
5. The Board shall establish the
duties of all committees and shall require that each committee report its
activities to the Members at the Annual Meeting.

ARTICLE X - FISCAL YEAR

Section
1. The fiscal year of the
Association shall be from January 1 to December 31 of each year.

ARTICLE XI - PARLIAMENTARY GOVERNMENT

Section
1. The rules contained in Roberts
Rules of Order, Revised, shall govern the Association in all cases in which
they are applicable and in which they are not inconsistent with the
Constitution and By-Laws of the Association.

ARTICLE XII - LOCAL SOCIETIES

Section
1. The local or district
societies may be chartered by the Association provided at least two-thirds of
the membership of the local or district society are members in good standing of
the Osteopathic Physicians & Surgeons of Oregon, Inc. and the purposes of
the society are in conformance with the purposes of the Osteopathic Physicians
& Surgeons of Oregon, Inc. and the American Osteopathic Association.

ARTICLE XIII - ETHICS

Section
1. The Code of Ethics of the
Association shall be the Code of Ethics of the American Osteopathic
Association.

Section
2. The Osteopathic Physicians
& Surgeons of Oregon, Inc. shall have the affirmative duty to insure that
each of its members is practicing in an ethical, legal, and moral manner. In any instance where a member of the
Association is reported to be conducting his practice in any other way, the
Association shall take immediate action to determine the validity of the report
and to take such disciplinary action as may be warranted.

Section
3. Charges of unethical,
disreputable practice, misconduct, or violation of the rules of the Association
or conduct tending to bring the profession into disrepute or conduct against
the general well-being of the profession shall be presented to the Board of Directors
in writing.

Section
4. Upon receipt of a written
report against a member of the Association, the Board shall appoint an ad hoc
Ethics Committee to investigate and report its findings and recommendations to
the Board.

Section
5. Any member charged with
violation of the By-Laws, rules and regulations or Code of Ethics of this
Association or of improper or unprofessional conduct may be cited to appear
before the Board for consideration of charges against him. If, in the judgment of the Board, the charge
is sustained, a member may be reprimanded, suspended, or expelled as the Board
may determine. If deemed necessary, the
Board shall report the complaint and subsequent disciplinary action to the
Oregon Medical Board.

Section
6. Any member who has been
suspended or expelled may be reinstated full membership in accordance with the
regular membership procedure by a three-fifths vote of the Board of Directors.

Section
7. Decisions by the Board of Directors
regarding discipline and/or expulsion of members shall be final.

ARTICLE XIV - AMENDMENTS

These By-Laws may be amended at any
Annual Meeting of the Members by two-thirds vote of the voting Members in
attendance at such session, provided that such amendments shall have been
presented to the Board of Trustees and filed with the Secretary-Treasurer, and
that the Secretary-Treasurer shall have them reproduced and mailed to each
member of the Association not less than 30 days prior to the Annual Meeting.